Common use of Payments; Computations and Statements Clause in Contracts

Payments; Computations and Statements. (a) The Issuer will make each payment under this Agreement and the Notes not later than 9:00 a.m. on the day when due, in lawful money of the United States of America and in immediately available funds. All payments received after 9:00 a.m. on any Business Day will be credited on the next succeeding Business Day. All payments shall be made by the Issuer without set-off, counterclaim, deduction or other defense to Agent and the Purchasers. After receipt, Agent will promptly thereafter cause to be distributed like funds relating to the payment of any Obligations ratably to the Purchasers in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to such Purchaser and received by Agent, in each case to be applied in accordance with the terms of this Agreement. The Purchasers and the Issuer hereby authorize Agent to, and Agent may, from time to time, charge the Note Account with any amount due and payable by the Issuer under any Purchase Document. Each of the Purchasers and the Issuer agrees that Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account shall be deemed an Obligation hereunder and shall be payable on demand. The Purchasers and the Issuer confirm that any charges which Agent may so make to the Note Account as herein provided will be made as an accommodation to the Issuer and solely at Agent’s discretion. Whenever any payment to be made under any Purchase Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. All computations of fees shall be made by Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payable. Each determination by Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Issuer Administrative Borrower on behalf of the Borrowers will make each payment under this Agreement and the Notes not later than 9:00 a.m. 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent's Account. All payments received by the Administrative Agent after 9:00 a.m. 12:00 noon (New York City time) on any Business Day will may at the Administrative Agent's discretion be credited deemed received on the next succeeding Business Day. All payments shall be made by the Issuer Administrative Borrower without set-off, counterclaim, recoupment, deduction or other defense to Agent the Agents and the PurchasersLenders. After Except as provided in Section 2.02, after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of any Obligations principal ratably to the Purchasers Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Purchaser and received by AgentLender, in each case to be applied in accordance with the terms of this Agreement. The Purchasers Lenders and the Issuer Borrowers hereby authorize the Administrative Agent to, and the Administrative Agent may, from time to time, charge the Note Loan US-DOCS\103792213.14 Account of the Borrowers with any amount due and payable by the Issuer Borrowers under any Purchase Loan Document. Each of the Purchasers Lenders and the Issuer Borrowers agrees that the Administrative Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Loan Account of the Borrowers shall be deemed an Obligation hereunder and shall to be payable on demand. The Purchasers and the Issuer confirm that any charges which Agent may so make to the Note Account as herein provided will be made as an accommodation to the Issuer and solely at Agent’s discretionObligations. Whenever any payment to be made under any Purchase such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. All computations of fees shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days (except that interest calculated by reference to the Reference Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), including the first day but excluding the last day) occurring in the period for which such fees are payable, elapsed. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Issuer Borrowers will make each payment under this Agreement Agreement, the Notes and the Notes other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 9:00 11:00 a.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Lender at the Lender Account. All such payments received by the Lender after 9:00 11:00 a.m. (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by the Issuer Borrowers without defense, set-off, counterclaim, deduction off or other defense to Agent and the Purchasers. After receipt, Agent will promptly thereafter cause to be distributed like funds relating counterclaim to the payment of any Obligations ratably to Lender. Each Borrower hereby authorizes the Purchasers in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to such Purchaser and received by Agent, in each case to be applied in accordance with the terms of this Agreement. The Purchasers and the Issuer hereby authorize Agent Lender to, and Agent the Lender may, from time to time, time charge the Note Loan Account with all Obligations and any other amount due and payable by the Issuer under any Purchase Document. Each of the Purchasers and the Issuer agrees that Agent shall have the right Loan Document to make such charges which any Borrower is a party, whether or not any Event of Default or Event of Default shall have occurred and or be continuingcontinuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Note Loan Account shall be deemed an Obligation a Revolving Loan hereunder and shall be payable on demandmade by the Lender to the Borrowers. The Purchasers and the Issuer confirm Each Borrower confirms that any charges which Agent the Lender may so make to the Note Loan Account as herein provided will be made as an accommodation to the Issuer Borrowers and solely at Agentthe Lender’s discretion. It is expressly understood and agreed by each Borrower that the Lender shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition of the Loans made to the Borrowers or any fees, costs or expenses for which the Borrowers are obligated under this Agreement. Whenever any payment to be made under any Purchase such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by the Lender on any day, whether or not a Business Day. All computations of interest and fees shall be made by Agent the Lender on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are interest or fee is payable. Each determination by Agent the Lender of an interest rate rate, fees or fees expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Issuer Borrowers will make each payment under this Agreement and the Notes not later than 9:00 a.m. 2:00 p.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent’s Account. All payments received by the Administrative Agent after 9:00 a.m. 2:00 p.m. (New York City time) on any Business Day will may, in the Administrative Agent’s discretion, be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Issuer Borrowers without set-off, counterclaim, recoupment, deduction or other defense to Agent the Agents and the PurchasersLenders. After Except as provided in Section 2.02, after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of any Obligations principal ratably to the Purchasers Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Purchaser and received by AgentLender, in each case to be applied in accordance with the terms of this Agreement. The Purchasers and the Issuer hereby authorize Agent to, and Agent may, from time to time, charge the Note Account with any amount due and payable by the Issuer under any Purchase Document. Each of the Purchasers and the Issuer agrees that Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account shall be deemed an Obligation hereunder and shall be payable on demand. The Purchasers and the Issuer confirm that any charges which Agent may so make to the Note Account as herein provided will be made as an accommodation to the Issuer and solely at Agent’s discretion. Whenever any payment to be made under any Purchase such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. All computations of fees shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payabledays. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error. For the purposes of the Interest Act (Canada) (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. Each of the Loan Parties confirms that it fully understands and is able to calculate the rate of interest applicable to the Loans based on the methodology for calculating per annum rates provided for in this section. Each Loan Party hereby irrevocably agrees not to plead or assert, whether by way of defense or otherwise, in any proceeding relating to the Finance Documents, that the interest payable under the Loan Documents and the calculation thereof has not been adequately disclosed to the Loan Parties, whether pursuant to Section 4 of the Interest Act (Canada) or any other applicable law or legal principle.

Payments; Computations and Statements. (a) The Issuer Borrowers will make each payment under this Agreement and the Notes not later than 9:00 a.m. 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent's Account or the Revolving Agent’s Account, as applicable. All payments received by the Administrative Agent or the Revolving Agent after 9:00 a.m. 12:00 noon (New York City time) on any Business Day will may, at the Administrative Agent’s or the Revolving Agent’s discretion, be credited to the Loan Account on the next succeeding Business Day. All payments shall be made by the Issuer Borrowers without set-off, counterclaim, recoupment, deduction or other defense to Agent the Agents and the PurchasersLenders. After Except as provided in Section 2.02, after receipt, the Administrative Agent (with respect to the Term Loans) and the Revolving Agent (with respect to the Revolving Loans) will promptly thereafter cause to be distributed like funds relating to the payment of any Obligations principal ratably to the Purchasers Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Purchaser and received by AgentLender, in each case to be applied in accordance with the terms of this Agreement. The Purchasers , provided, that the Administrative Agent will cause to be distributed all interest and fees received from or for the Issuer hereby authorize Agent to, and Agent may, from time to time, charge the Note Account with any amount due and payable by the Issuer under any Purchase Document. Each account of the Purchasers Borrowers not less than once each month and the Issuer agrees that Agent shall have the right to make such charges whether or not in any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account shall be deemed an Obligation hereunder and shall be payable on demand. The Purchasers and the Issuer confirm that any charges which Agent may so make to the Note Account as herein provided will be made as an accommodation to the Issuer and solely at Agent’s discretionevent promptly after receipt thereof. Whenever any payment to be made under any Purchase such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. All computations of fees shall be made by the Administrative Agent (with respect to the Term Loans) and the Revolving Agent (with respect to the Revolving Loans) on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payabledays. Each determination by the Administrative Agent (with respect to the Term Loans) or the Revolving Agent (with respect to the Revolving Loans) of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.. (b) The Administrative Agent (with respect to the Term Loans) and the Revolving Agent (with respect to the Revolving Loans) shall provide the Administrative Borrower (and, in the case of the Administrative Agent, with a copy to the Revolving Agent, and in the case of the Revolving Agent, with a copy to the Administrative Agent), on or about the end of each calendar month for which there was activity with respect to the Loan Account, a summary statement (in the form from time to time used by the applicable Agent) of the opening and closing daily balances in the applicable Loan Account of the Borrowers during such month, the amounts and dates of all Loans made to the Borrowers during such month, the amounts and dates of all

Payments; Computations and Statements. (a) The Issuer Borrowers will make each payment under this Agreement Agreement, the Notes, if any, and the Notes other Loan Documents (whether of principal, interest, fees, expense reimbursements or otherwise) not later than 9:00 11:00 a.m. (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Agent, on behalf of the Lender, at the Agent Account. All such payments received by the Agent after 9:00 11:00 a.m. (New York City time) on any Business Day will be credited to the Loan Account on the next succeeding Business Day. All such payments shall be made by the Issuer Borrowers without defense, set-off, counterclaim, deduction off or other defense counterclaim to Agent the Agent. Each Borrower and the Purchasers. After receipt, Agent will promptly thereafter cause to be distributed like funds relating to Lender hereby authorizes the payment of any Obligations ratably to the Purchasers in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to such Purchaser and received by Agent, in each case to be applied in accordance with the terms of this Agreement. The Purchasers and the Issuer hereby authorize Agent to, and the Agent may, from time to time, time charge the Note Loan Account with all Obligations and any other amount due and payable by the Issuer under any Purchase Document. Each of the Purchasers and the Issuer agrees that Agent shall have the right Loan Document to make such charges which any Borrower is a party, whether or not any Event of Default or Event of Default shall have occurred and or be continuingcontinuing or whether any of the conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Note Loan Account shall be deemed an Obligation a Revolving Loan hereunder and shall be payable on demandmade by the Lender to the Borrowers. The Purchasers and the Issuer confirm Each Borrower confirms that any charges which the Agent may so make to the Note Loan Account as herein provided will be made as an accommodation to the Issuer Borrowers and solely at the Agent’s discretion. It is expressly understood and agreed by each Borrower that the Agent shall have no responsibility to inquire into the correctness of the apportionment, allocation or disposition of the Loans made to the Borrowers or any fees, costs or expenses for which the Borrowers are obligated under this Agreement. Whenever any payment to be made under any Purchase such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be, provided that, if any such payment is made by a charge to the Loan Account, such charge may be made by the Agent on any day, whether or not a Business Day. All computations of interest and fees shall be made by the Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are interest or fee is payable. Each determination by the Agent of an interest rate rate, fees or fees expense reimbursement hereunder shall be conclusive and binding for all purposes in the absence of manifest error.

Payments; Computations and Statements. (a) The Issuer Borrower will make each payment that it owes to the Lenders under this Agreement and the Notes not later than 9:00 a.m. 12:00 noon (New York City time) on the day when due, in lawful money of the United States of America and in immediately available funds, to the Administrative Agent for the account of each Lender owed such payment. All payments received made after 9:00 a.m. 12:00 noon (New York City time) on any Business Day will be credited deemed received by the Administrative Agent on the next succeeding Business Day. All 737240988 payments shall be made by the Issuer Borrower without set-off, counterclaim, recoupment, deduction or other defense to Agent the Agents and the PurchasersLenders. After Except as provided in Section 2.02, within one (1) Business Day after receipt, the Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of any Obligations principal ratably to the Purchasers Lenders in accordance with their Pro Rata Shares and like funds relating to the payment of any other amount payable to any Lender to such Purchaser and received by AgentLender, in each case to be applied in accordance with the terms of this Agreement. The Purchasers and the Issuer hereby authorize Agent to, and Agent may, from time to time, charge the Note Account with any amount due and payable by the Issuer under any Purchase Document. Each of the Purchasers and the Issuer agrees that Agent shall have the right to make such charges whether or not any Default or Event of Default shall have occurred and be continuing. Any amount charged to the Note Account shall be deemed an Obligation hereunder and shall be payable on demand. The Purchasers and the Issuer confirm that any charges which Agent may so make to the Note Account as herein provided will be made as an accommodation to the Issuer and solely at Agent’s discretion. Whenever any payment to be made under any Purchase such Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. All computations of fees shall be made by the Administrative Agent on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such fees are payableelapsed. Each determination by the Administrative Agent of an interest rate or fees hereunder shall be conclusive and binding for all purposes in the absence of manifest error.